Syntactic Ambiguity in Integrated Definitions

I expect that regular readers of this blog are familiar with syntactic ambiguity. An example: cats and dogs with brown fur. Does that refer to all cats, or just those with brown fur?

It can’t hurt to repeat my new, improved definition of syntactic ambiguity, which I first trotted out in a post last month and have just now tweaked further: Syntactic ambiguity arises when a modifier occurs before or after a series of two or more nouns or other components. The question is whether the modifier applies to all the components, whether upstream or downstream, or just to the component next to the modifier.

The purpose of this post is to remind myself, and you all, that syntactic ambiguity can arise in integrated definitions. Here’s an example:

Acme owns three nuclear reactors, four particle accelerators, and five space-based observatories (the “Equipment”).

It exhibits syntactic ambiguity because it’s unclear whether the defined-term parenthetical relates just to the component closest to it (five space-based observatories) or all three components.

This kind of syntactic ambiguity generally arises when the defined term is a mass noun (as in this case) or is a plural. (That would be the case if the above example created the defined term the Items.) That’s what allows the defined term to apply to more than one thing.

MSCD ¶ 6.61 suggests that if you’re faced with this kind of ambiguity and you want to make it clear that the defined term covers all the components in the list, “consider instead prefacing the list with the following plus a colon and putting the defined-term parenthetical between the following and the
colon.” Like this:

Acme owns the following (the “Equipment“): three nuclear reactors, four particle accelerators, and five space-based observatories.

But that works only if the defined term covers all the listed items.

So be alert to this kind of syntactic ambiguity!

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About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also head of Adams Contracts, a division of LegalSifter that is developing highly customizable contract templates.